EX-10.1 THIRD AMENDMENT TO THE CREDIT AGREEMENT






EXHIBIT 10.1




EXECUTION COPY




THIRD AMENDMENT




     THIRD AMENDMENT, dated as of August 7, 2008 (this “Third Amendment”), to the Credit
Agreement, dated as of July 25, 2007 (as heretofore amended, supplemented or otherwise modified,
the “Credit Agreement”), among Beazer Homes USA, Inc., a Delaware corporation (the
“Borrower”), the several lenders from time to time parties thereto (the “Lenders”)
and Wachovia Bank, National Association, as agent (in such capacity, the “Agent”).



W I T N E S S E T H :




     WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement;



     WHEREAS, the Borrower has requested that the Required Lenders amend the Credit Agreement, and
the Required Lenders are agreeable to such request but only upon the terms and subject to the
conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the
Required Lenders, and the Agent agree as follows:



     SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as
defined in the Credit Agreement.



     SECTION 2. AMENDMENTS.



          2.1 Amendment to Section 1.01.




          (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new
definitions in appropriate alphabetical order:





     “Deferred Tax Valuation Allowance” means any valuation allowance applied to
deferred tax assets as determined in accordance with GAAP and included in the
financial statements of the Borrower.




     “Disqualified Stock” means any equity interest which, by its terms (or by the
terms of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event, (a) matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior
to the date which is six months after the Termination Date, (b) is convertible into
or exchangeable (unless at the sole option of the issuer thereof) for (i) debt
securities or (ii) any equity interests referred to in (a) above, in each
case at any time on or prior to the date which is six months after the
Termination



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Date, or (c) contains any repurchase obligation which may come into
effect prior to payment in full of all Obligations and termination of all
Commitments; provided, however, that any equity interests that would
not constitute Disqualified Stock but for provisions thereof giving holders thereof
(or the holders of any security into or for which such equity interests is
convertible, exchangeable or exercisable) the right to require the issuer thereof to
redeem such equity interests upon the occurrence of a change in control or an asset
sale occurring prior to the Termination Date shall not constitute Disqualified Stock
if such equity interests provide that the issuer thereof will not redeem any such
equity interests pursuant to such provisions prior to the repayment in full of the
Obligations and termination of all Commitments.




     “Minimum Consolidated Tangible Net Worth Level” means, at any time, the
applicable level determined by reference to the Consolidated Tangible Net Worth of
the Borrower set forth in the grid below:



	 	 	 
	 	 	Minimum Consolidated
	Consolidated Tangible Net Worth	 	Tangible Net Worth Level
	Greater than or equal to $350,000,000

	 	Level I
	Less than $350,000,000 but greater
than $250,000,000

	 	Level II
	Less than $250,000,000 but greater
than $100,000,000

	 	Level III







; provided that, (x) if Consolidated Tangible Net Worth is greater than or
equal to $350,000,000 at the time of determination, but either (a) the Leverage
Ratio at such time, calculated excluding 100% of the effect on Consolidated Tangible
Net Worth resulting from the recording of any Deferred Tax Valuation Allowance in
any fiscal quarter ending after March 31, 2008, exceeds 3.50 to 1.00 or (b) the
Leverage Ratio at such time, calculated including 100% of the effect on Consolidated
Tangible Net Worth resulting from the recording of any Deferred Tax Valuation
Allowance in any fiscal quarter ending after March 31, 2008, exceeds 5.00 to 1.00,
then the Minimum Consolidated Tangible Net Worth Level shall be Level II, (y) the
Minimum Consolidated Tangible Net Worth Level shall be deemed to be at Level I on
and after the Third Amendment Effective Date until such time as the next quarterly
or annual financial statements are delivered pursuant to Section 5.08(1) or 5.08(2)
and (z) if at any time the Minimum Consolidated Tangible Net Worth Level is reduced
to Level II or Level III, it shall not be raised at any subsequent time regardless
of any subsequent level of Consolidated Tangible Net Worth.




     “Secured Borrowing Base Loan Coverage Minimum” means at any time (a) the
Minimum Consolidated Tangible Net Worth Level is at Level I, 3.0 to



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1.0; (b) the
Minimum Consolidated Tangible Net Worth Level is at Level II, 4.50 to 1.00; and (c)
the Minimum Consolidated Tangible Net Worth Level is at Level III, 6.00 to 1.00;
provided that, if the Interest Coverage Ratio for the fiscal quarter ended
June 30, 2010 shall be less than 1.00 to 1.00, the Secured Borrowing Base Loan
Coverage Minimum shall be 4.50 to 1.00, unless Minimum Consolidated Net Worth is at
Level III, in which case the Secured Borrowing Base Loan Coverage Minimum shall be
6.00 to 1.00.




     “Secured Borrowing Base Loan Coverage Ratio” means, at any time, the ratio of
the Secured Borrowing Base to the Aggregate Outstanding Extensions of Credit.




     “Third Amendment” means the Third Amendment, dated as of August 7, 2008, to and
under this Agreement.




     “Third Amendment Effective Date” means the date that the Third Amendment
becomes effective in accordance with its terms.



          (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the following
definitions: “Adjusted Land Value”, “Collateral Release Conditions”, “Collateral Release Date”,
“Interim Period”, “Senior Notes Litigation” and “Senior Notes Resolution”.




          (c) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Aggregate Commitment” in its entirety and inserting in lieu thereof the following:





     “Aggregate Commitment” means, at any time after the Third Amendment Effective
Date, the aggregate Commitments of all the Lenders in the amount determined by
reference to the Minimum Consolidated Tangible Net Worth Level set forth in the grid
below, as such commitment amount may be reduced or increased from time to time
pursuant to the terms of this Agreement:



	 	 	 
	Minimum Consolidated Tangible Net Worth Level	 	Aggregate Commitment Amount
	Level I
	 	$400,000,000
	Level II
	 	$250,000,000
	Level III
	 	$100,000,000







; provided that, if the Interest Coverage Ratio for the fiscal quarter
ending June 30, 2010 shall be less than 1.00 to 1.00, the Aggregate Commitment
Amount shall be reduced to the lower of (a) $200,000,000, if the Minimum Consolidated Tangible
Net Worth Level is at Level I or Level II, and (b) $100,000,000 if the Minimum
Consolidated Tangible Net Worth Ratio is at Level III.



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          (d) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Applicable Commitment Rate” in its entirety and inserting in lieu thereof the following:





     “Applicable Commitment Rate” means, as at any date of determination, a rate per
annum equal to (a) 0.35% if the average daily unused portion of the Aggregate
Commitment during the fiscal quarter ending on or immediately prior to such date of
determination equals or exceeds 50% of the Aggregate Commitment, and (b) 0.25% if
the average daily unused portion of the Aggregate Commitment during the fiscal
quarter ending on or immediately prior to such date of determination is less than
50% of the Aggregate Commitment.



          (e) Section 1.01 of the Credit Agreement is hereby amended by replacing the phrase “except for
Liens permitted under Sections 6.01(1), (2) or (6)” in the definition of “Borrowing Base” with the
following: “except for Liens permitted under Sections 6.01(1), (2), (6) or (7)”.




          (f) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Borrowing Base Debt” in its entirety and inserting in lieu thereof the following:





     “Borrowing Base Debt” means the Aggregate Outstanding Extensions of Credit.



          (g) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Inventory Valuation Date” in its entirety and inserting in lieu thereof the following:





     “Inventory Valuation Date” means the last day of the most recent calendar month
of the Borrower with respect to which the Borrower is required to have delivered a
Borrowing Base Certificate pursuant to Section 5.08(6) and Section 2.01.2(b)(ix).



          (h) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Secured Borrowing Base” in its entirety and inserting in lieu thereof the following:





     “Secured Borrowing Base” means, with respect to any date of determination, an
amount equal to the sum of the following assets of the Borrower and all Guarantors
which are Wholly-Owned Subsidiaries of Borrower with respect to which the Borrower
shall have satisfied the Secured Borrowing Base Conditions: an amount equal to (i)
(x) if the Secured Borrowing Base Loan Coverage Minimum is 3.0 to 1.0, 300% of the
Unrestricted Cash, (y) if the Secured Borrowing Base Loan Coverage Minimum is 4.5 to
1.0, 450% of the Unrestricted Cash and (z) if the Secured Borrowing Base Loan Coverage Minimum
is 6.0 to 1.0, 600% of the Unrestricted Cash plus (ii) 100% of the book
value of Receivables from Housing Unit Closings plus (iii) 100% of the book
value of Lots under Development plus (iv) 100% of the book value of Finished



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Lots plus (v) 100% of the book value of Speculative Housing Units
plus (vi) 100% of the book value of Housing Units under Contract
minus (vii) for any asset the value of which is included in clauses (i)-(vi)
above and which is subject to a Lien permitted under Section 6.01(7), (x) the amount
to be paid by the Borrower or any Subsidiary under any profit sharing or marketing
agreement with respect thereto if the amount due under such agreement is a
determined dollar amount or (y) if the amount to be paid by the Borrower or any
Subsidiary under any profit sharing or marketing agreement with respect to such
asset is a percentage of book value or gross sales price of such asset, the agreed
upon percentage multiplied by the book value of such asset; provided that,
if the Agent has an Acceptable Appraisal with respect to a Real Property (or any
portion thereof) that is included in the Secured Borrowing Base, then the amount of
availability includable in the Secured Borrowing Base attributable to such Real
Property (or portion thereof) shall be equal to the lesser of (A) the amounts
calculated as set forth above and (B) the amounts that would be calculated as set
forth using the Appraised Value of such Real Property (or portion thereof) instead
of book value. Notwithstanding anything to the contrary herein, (x) not more than
30% of the total aggregate Secured Borrowing Base (including, without limitation,
Unrestricted Cash and Receivables) shall be comprised of Lots Under Development and
Finished Lots and (y) not more than 25% of the total aggregate Secured Borrowing
Base (including, without limitation, Unrestricted Cash and Receivables) shall be
comprised of Secured Borrowing Base Assets of the type described in the foregoing
clauses (iii) through (vi) that relate to property located in a Single Market;
provided further that, at any time the Minimum Consolidated Tangible Net
Worth Level is at either Level II or Level III, Lots Under Development shall be
excluded from the Secured Borrowing Base for the determining compliance with Section
2.01.2(b).



          2.2 Section 2.01.2(a) of the Credit Agreement is hereby amended by deleting such Section in
its entirety and inserting in lieu thereof the following:





     (a) [Intentionally Deleted.]



          2.3 Section 2.01.2(b)(i) of the Credit Agreement is hereby amended by deleting such Section in
its entirety and inserting in lieu thereof the following:





     (b) Secured Borrowing Base. (i) On and after the Third Amendment
Effective Date, (A) at any time after the date that is sixty (60) days following the
Third Amendment Effective Date, the Secured Borrowing Base Loan Coverage Ratio must
exceed the Secured Borrowing Base Loan Coverage Minimum as of the most recent date
of determination, and (B) no Loan shall be made, and no Facility Letter of Credit
shall be issued or amended, if after giving effect to the incurrence of such Loan or
the issuance or amendment of such Facility Letter of Credit, the then effective Secured Borrowing Base Loan
Coverage Ratio does not exceed the Secured Borrowing Base Loan Coverage Minimum as
of the most recent date of determination; provided that, a Loan shall not be
deemed to have increased the amount of the Aggregate Outstanding



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Extensions of
Credit to the extent that the proceeds of such Loan are immediately used to repay a
Swing Line Loan theretofore included in the calculation of Aggregate Outstanding
Extensions of Credit.



          2.4 Section 2.01.2(b)(v) of the Credit Agreement is hereby amended by deleting such Section in
its entirety and inserting in lieu thereof the following:





     (v) The Agent and the Lenders hereby agree that (A) upon satisfaction of the
Permitted Secured Debt Conditions, all of the security interests and Liens shall be
deemed to be forever released, discharged and terminated on the applicable
Collateral being pledged to the secured party providing the Secured Debt only to the
extent such Secured Debt is permitted under Section 6.02 (it being understood that,
in the case of this clause (A), no Liens shall be released, discharged or terminated
on Collateral included in the Secured Borrowing Base and the proceeds thereof) and
(B) upon the occurrence of the Termination Date and payment in full of the all
outstanding Obligations (or, with respect to outstanding Facility Letters of Credit,
cash collateralization or other arrangements reasonably satisfactory to Issuer
thereof and the Agent) all of the security interests in, and Liens on, the
Collateral, shall be deemed to be forever released, discharged and terminated. From
and after the date that the Permitted Secured Debt Conditions shall have been
satisfied or the Termination Date shall have occurred and all outstanding
Obligations shall have been paid in full (or, with respect to outstanding Facility
Letters of Credit, cash collateralized or provided for pursuant to other
arrangements reasonably satisfactory to Issuer thereof and the Agent), the Agent
shall (x) execute (as applicable) and deliver Uniform Commercial Code termination
statements (and to, the extent permitted under the Uniform Commercial Code in effect
in any relevant jurisdiction, does hereby authorize the Loan Parties from and after
the date that the Permitted Secured Debt Conditions shall have been satisfied to
file, or cause to be filed, such termination statements), intellectual property
release documents and such other instruments of release and discharge pertaining to
the security interests and other Liens granted to the Agent pursuant to the Security
Documents in any of the Collateral being so released as the Borrower may reasonably
request to effectuate, or reflect of public record, the release and discharge of all
such security interests and Liens and (y) deliver promptly all Collateral in its
possession to the extent that the Liens on such Collateral are being released,
discharged or terminated. All of the foregoing deliveries shall be at the expense
of the Borrower, with no liability to the Agent or any Lender, and with no
representation or warranty by or recourse to the Agent or any Lender.



          2.5 Amendment to Sections 2.05 (a), (b) and (c). Sections 2.05(a), (b) and (c) of the
Credit Agreement are hereby amended by deleting such Sections in their entirety and inserting in
lieu thereof the following:





     (a) On and after the Third Amendment Effective Date, the Applicable Eurodollar
Margin shall be determined by reference to the Minimum



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Consolidated Tangible Net
Worth Level in accordance with the following pricing grid and the provisions of this
Section 2.05:



	 	 	 
	Minimum Consolidated Tangible Net Worth Level	 	Applicable Eurodollar Margin
	Level I
	 	4.50%
	Level II
	 	5.00%
	Level III
	 	5.50%







     (b) The Applicable Eurodollar Margin under the foregoing pricing grid shall be
determined with reference to the Minimum Consolidated Tangible Net Worth Level as of
the last day of each fiscal quarter. The determination of the Minimum Consolidated
Tangible Net Worth Level shall be made from the then most recent annual or quarterly
financial statements of the Borrower delivered by the Borrower pursuant to Sections
5.08(1) and 5.08(2), and the adjustment, if any, to the Applicable Eurodollar Margin
shall take place on, and be effective from and after, the fifth Business Day after
the date on which the Agent has received such financial statements.




     (c) If, as a result of any restatement of or other adjustment to the financial
statements of the Borrower or a calculation error, the Borrower or the Agent
determines that (i) the Minimum Consolidated Tangible Net Worth Level as calculated
by the Borrower as of any applicable date was inaccurate and (ii) a proper
calculation of the Minimum Consolidated Tangible Net Worth Level would have resulted
in higher pricing for such period, the Borrower shall immediately and retroactively
be obligated to pay to the Agent, for the account of the applicable Lenders,
promptly on demand by the Agent (or, after the occurrence of an actual or deemed
entry of an order for relief with respect to Borrower under the Bankruptcy Code of
the United States of America, automatically and without further action by the Agent,
any Lender, or any Issuer), an amount equal to the excess of the amount of interest
and fees that should have been paid for such period over the amount of interest and
fees actually paid for such period. This paragraph shall not limit the rights of
the Agent, any Lender, or any Issuer, as the case may be under Article VIII. The
Borrower’s obligations under this paragraph shall survive the termination of the
Commitments and the repayment of all other Obligations hereunder.



          2.6 Amendment to Section 2.11(c). Section 2.11(c) of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:




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     (c) If at any time the Aggregate Outstanding Extensions of Credit exceeds the
lesser of the Secured Borrowing Base and the Aggregate Commitment, then the Borrower
shall within two Business Days thereafter prepay Loans and/or cash collateralize the
Facility Letter of Credit Obligations in an aggregate amount equal to any such
excess; provided that, the Borrower shall not be required to so prepay or
cash collateralize at any time during the period commencing on the Third Amendment
Effective Date and ending on the date that is sixty (60) days following the Third
Amendment Effective Date;



          2.7 Amendment to Section 2.22.1(b). Section 2.22.1(b) of the Credit Agreement is
hereby amended by deleting such Section in its entirety and inserting in lieu thereof the
following:





     (b) The Borrower shall not request, and no Issuer shall issue, a Facility
Letter of Credit for any purpose other than for purposes for which Loan proceeds may
by used, provided that, the Borrower shall not request Facility Letters of
Credit for any purposes other than for such purposes which are permitted to be
secured by a “Permitted Lien” under, and as defined in, each of the Senior
Indentures without regard to the provisions of clause (xi) thereunder”



          2.8 Amendment to Section 2.22.3(iii)(a). Section 2.22.3(iii)(a) of the Credit
Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof
the following:





     (a) The representations and warranties contained in Article IV of this
Agreement are correct in all material respects on and as of such Issuance Date as
though made on and as of such Issuance Date except to the extent that any such
representation or warranty is stated to relate solely to an earlier date, in which
case such representation or warranty is correct in all material respects as of such
earlier date, provided that this condition shall be deemed to have been
waived solely to the extent that the representations and warranties contained in
Section 4.04 (Financial Statements), Section 4.06 (Other Agreements), Section 4.07
(Litigation), Section 4.14 (Law; Environment) and Section 4.17 (Accuracy of
Information) are incorrect, incomplete or misleading as a result of (or in the case
of the representations and warranties contained in Section 4.07, directly resulting
from) the matters identified in the Borrower’s Annual Report on Form 10-K for the
fiscal year ended September 30, 2007 (it being understood that any certificate to be
delivered pursuant to this Section may be so qualified);



          2.9 Amendment to Section 2.22.3(iii)(c). Section 2.22.3(iii)(c) of the Credit
Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof
the following:





     (c) [Intentionally Omitted.]



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          2.10 Amendment to Section 2.22.6(c). Section 2.22.6(c) of the Credit Agreement is
hereby amended by deleting such Section in its entirety and inserting in lieu thereof the
following:





     (c) If any draft is paid under any Facility Letter of Credit, the Borrower shall reimburse
the Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or
other costs or expenses incurred by the Issuing Lender in connection with such payment, not later
than 12:00 Noon, Charlotte, North Carolina time, on (i) the Business Day immediately following the
day that the Borrower receives notice of such draft, if such notice is received on such day prior
to 10:00 A.M., Charlotte, North Carolina time, or (ii) if clause (i) above does not apply, the
second Business Day following the day that the Borrower receives such notice. Each such payment
shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in
immediately available funds. Interest shall be payable on any such amounts from the date on which
the relevant draft is paid until payment in full at the rate set forth in (x) until the Business
Day next succeeding the date when such payment is required as set forth above, Section 2.07(a) and
(y) thereafter, Section 2.07(d).



          2.11 Amendment to Section 3.02. Section 3.02 of the Credit Agreement is hereby
amended by deleting clauses (1)(a)-(c) in such Section in their entirety and inserting in lieu
thereof the following:





     (a) The representations and warranties contained in Article IV of this
Agreement are correct in all material respects on and as of the date of such Loan as
though made on and as of such date except to the extent that any such representation
or warranty is stated to relate solely to an earlier date, in which case such
representation or warranty is correct in all material respects as of such earlier
date, provided that this condition shall be deemed to have been waived
solely to the extent that the representations and warranties contained in Section
4.04 (Financial Statements), Section 4.06 (Other Agreements), Section 4.07
(Litigation), Section 4.14 (Law; Environment) and Section 4.17 (Accuracy of
Information) are incorrect, incomplete or misleading as a result of (or in the case
of the representations and warranties contained in Section 4.07, directly resulting
from) the matters identified in the Borrower’s Annual Report on Form 10-K for the
fiscal year ended September 30, 2007 (it being understood that any certificate to be
delivered pursuant to this Section may be so qualified);




     (b) No Default or Event of Default has occurred and is continuing, or would
result from such Loan; and




     (c) [Intentionally Omitted.]



          2.12 Amendments to Section 4.18. Section 4.18(a) of the Credit Agreement is hereby
amended by replacing the phrase “Liens permitted under Section 6.01(1) through (6)” therein with
the following: “Liens permitted under Section 6.01(1) through (7)”, and by deleting the phrase “the
Collateral Release Date or other” therein. Section 4.18(b) of the Credit Agreement is hereby
amended by inserting after the phrase “clause (c) of the definition of Mortgage Conditions” therein
the following: “and other than Liens permitted pursuant to clause




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(g) of the definition of Mortgage Conditions or Section 6.01(7)” and by deleting the phrase
“the Collateral Release Date or other” therein.




          2.13 Amendment to Section 4.19. Section 4.19 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 4.19 Certain Representations and Warranties. The
representations and warranties contained in Section 4.04 (Financial Statements),
Section 4.06 (Other Agreements), Section 4.07 (Litigation), Section 4.14 (Law;
Environment) and Section 4.17 (Accuracy of Information) shall be deemed to be made
as set forth in this Agreement except that such representations and warranties shall
be deemed to be made with an exception for (or in the case of the representations
and warranties contained in Section 4.07, the matters directly resulting from) the
matters identified in the Borrower’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2007.



          2.14 Amendments to Section 5.08. Section 5.08 of the Credit Agreement is hereby
amended by (x) deleting clause (4) thereof in its entirety and inserting in lieu thereof the
following: “(4) [Intentionally Deleted]”, (y) deleting clause (6) thereof in its entirety and
inserting in lieu thereof the following: “(6) [Intentionally Deleted]”, and (z) deleting clause (9)
thereof in its entirety and inserting in lieu thereof the following: “(9) [Intentionally Deleted]”.




          2.15 Amendments to Section 5.14. Section 5.14 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 5.14 [Intentionally omitted.]



          2.16 Amendment to Section 6.01. Section 6.01 of the Credit Agreement is hereby
amended by adding the following new clause (7) thereto and renumbering existing clauses (7) and (8)
thereof to be clauses (8) and (9), respectively:





     (7) Liens in favor of a seller of Entitled Land, Lots Under Development or
Finished Lots requiring the Borrower or any Subsidiary to make a payment upon the
future sale of such Entitled Land, Lots Under Development or Finished Lots in an
amount not to exceed five percent (5%) of the gross sales price or in the case of
profit sharing or marketing agreements an amount that is reasonable and customary in
the industry and market;



          2.17 Amendment to Section 6.02. Section 6.02 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 6.02 Secured Debt. Create, incur, assume or suffer to exist,
or permit any Subsidiary to create, incur, assume or suffer to exist, any Secured
Debt, except for Secured Debt in an aggregate amount outstanding at any



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one time not exceeding (a) $300,000,000 plus (b) the amount (if any) of
any secured Debt of an entity acquired by Borrower after the Closing Date;
provided that, (i) such secured Debt was in existence prior to the date of
such Acquisition and was not incurred in anticipation thereof and (ii) the Liens
securing such Debt do not extend to any other assets other than those theretofore
encumbered by such Liens plus (c) an amount equal to any reduction of the
Aggregate Commitment as a result of any change in the applicable Minimum
Consolidated Tangible Net Worth Level after the Third Amendment Effective Date.



          2.18 Amendment to Section 6.06. Section 6.06 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 6.06 Sale of Assets. Sell, lease, assign, transfer, or
otherwise dispose of, or permit any Subsidiary to sell, lease, assign, transfer, or
otherwise dispose of, any of its now owned or hereafter acquired assets (including,
without limitation, shares of stock and indebtedness of subsidiaries, receivables,
and leasehold interests), except (a) for (1) Inventory disposed of in the ordinary
course of business; (2) the sale or other disposition of assets no longer used or
useful in the conduct of its business, provided that, the Borrower is in
compliance with Section 2.01.2(b)(i) hereof and no Event of Default has occurred and
is continuing; or (3) the sale and leaseback of model homes; (b) that any Guarantor
may sell, lease, assign, or otherwise transfer its assets to the Borrower or any
other Guarantor in connection with an Internal Reorganization or otherwise; and (c)
that the provisions of this Section 6.06 shall not affect or limit the Borrower’s
obligations under Section 6.03.



          2.19 Amendment to Section 6.07. Section 6.07 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 6.07 Investments. Make, or permit any Subsidiary to make, any
loan or advance to any Person, or purchase or otherwise acquire, or permit any
Subsidiary to purchase or otherwise acquire, any capital stock, assets (other than
assets acquired in the ordinary course of business), obligation, or other securities
of, make any capital contribution to, or otherwise invest in or acquire any interest
in any Person including, without limitation, any hostile takeover, hostile tender
offer or similar hostile transaction (collectively, “Investments”), except: (1) a
direct obligation of the United States or any agency thereof with maturities of one
year or less from the date of acquisition; (2) commercial paper rated at least “A-1”
by Standard & Poor’s Corporation or “P-1” by Moody’s Investors Service, Inc.; (3)
certificates of deposit with maturities of one year or less from the date of
acquisition issued by any commercial bank or federal savings bank having capital and
surplus in excess of $250,000,000; (4) a direct obligation of any state or
municipality within the United States with maturities of one year or less from the
date of acquisition and which, at the time of such acquisition, is accorded one of
the two highest debt ratings for obligations of such



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type by Standard & Poor’s or Moody’s; (5) mutual funds investing in assets of
the type described in items (1), (2), (3) or (4) above which in any case would be
classified as a current asset in accordance with GAAP which are managed by a fund
manager of recognized standing in the United States and having capital and surplus
of at least $100,000,000 or having at least $250,000,000 under management; (6)
stock, obligation, or securities received in settlement of debts (created in the
ordinary course of business) owing to the Borrower or any Subsidiary provided such
issuance is approved by the board of directors of the issuer thereof; (7) a loan or
advance from the Borrower to a Subsidiary, or from a Subsidiary to a Subsidiary, or
from a Subsidiary to the Borrower (subject, however, to the limitations set forth
below in the case of Investments in Subsidiaries that are not Guarantors); (8) any
Permitted Acquisition; (9) an Investment in a Wholly-Owned Subsidiary, which
Investment is, or constitutes a part of, an Internal Reorganization (subject,
however, to the limitations set forth below in the case of Investments in
Subsidiaries that are not Guarantors); (10) redemptions and repurchases of senior
Debt permitted to be incurred under this Agreement so long as the aggregate amount
of such redemptions and repurchases do not exceed $300,000,000 plus an
amount equal to fifty percent (50%) of the cumulative Net Income of the Borrower
earned in any quarter ended after June 30, 2008 (excluding any quarter in which
there is a loss) plus an amount equal to fifty percent (50%) of net proceeds
received after the Third Amendment Effective Date by the Borrower or any Subsidiary
from the sale or issuance of any equity interests (other than Disqualified Stock);
(11) redemption and repurchases in respect of any subordinated Debt of Borrower or
any of its Wholly-Owned Subsidiaries so long as the Interest Coverage Ratio shall be
greater than or equal to 1.75 to 1.00; (12) any redemption, repurchase, exchange or
refinancing of Debt (a) in exchange for, or out of the proceeds of the substantially
concurrent issuance and sale of, equity interests (other than Disqualified Stock),
or (b) in exchange for, or out of the proceeds of the substantially concurrent
incurrence of, Refinancing Debt; (13) Investments in Subsidiaries that are not
Guarantors and that are not any Joint Venture (subject, however, to the limitations
set forth below); (14) any other Investment not identified in clauses (1) though
(13) above (subject, however, to the limitations set forth below); provided
further that, (a) the aggregate amount of all Investments by the Borrower and
its Subsidiaries permitted under clauses (13) and (14) above and the contingent
obligations under guaranties permitted under clause (3) of Section 6.08 below does
not at any time exceed thirty-five percent (35%) of Consolidated Tangible Net Worth,
and (b) neither the Borrower nor any Subsidiary may repurchase or redeem any equity
interests they have issued at any time other than pursuant to the provisions of this
Section 6.07.



          2.20 Amendment to Section 6.09. Section 6.09 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 6.09 Transactions With Affiliates. Enter into any transaction,
including, without limitation, the purchase, sale, or exchange of



- 12 -









 







property or the rendering of any service, with any Affiliate, or permit any
Subsidiary to enter into any transaction, including, without limitation, the
purchase, sale, or exchange of property or the rendering of any service, with any
Affiliate, except in the ordinary course of and pursuant to the reasonable
requirements of the Borrower’s or such Guarantor’s or any Subsidiary’s business and
upon fair and reasonable terms no less favorable to the Borrower or such Guarantor
or any Subsidiary than would obtain in a comparable arm’s-length transaction with a
Person not an Affiliate (which exception shall include the payment of insurance
premiums to UHIC for the purchase of construction warranties and builder default
protection for buyers of Housing Units from the Borrower or any of its Subsidiaries
and to the Title Companies for title insurance); provided however that, the
following transactions shall not be prohibited by this Section 6.09: (i)
transactions involving the purchase, sale or exchange of property having a value of
$500,000 or less; (ii) transactions otherwise permitted by this Agreement; (iii) the
issuance of any equity interests (whether common or preferred), other than
Disqualified Stock, to Affiliates that are not officers or directors of Borrower or
any Guarantor; and (iv) the execution of customary agreements entered into with
shareholders relating to (x) registration rights and, related to such registration
rights, reasonable indemnification rights and reasonable cost reimbursements, (y)
board observation rights and (z) other provisions reasonably acceptable to the
Agent.



          2.21 Amendment to Section 6.11. Section 6.11 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 6.11 Amendment or Modification of Senior Indentures. Amend or
modify, or permit any amendment or modification of, any of the Senior Indentures
(other than those provided for in (a) clauses (7), (8), or (9) of Section 9.01 of
the Base Indenture 2001, (b) clauses (1), (4), (5) of Section 9.01 of the Base
Indenture 2002, (c) clauses (1), (3), or (6) of Section 13.01 of the Base Indenture
2004, and (d) any similar provision set forth in any indenture entered into after
the date hereof in connection with any Refinancing Debt with respect to the Senior
Notes, in each case as such provisions exist on the date hereof or, for any
indenture under clause (d) above, on the date of execution) if such amendment or
modification has the effect of making any terms, covenants or restrictions contained
therein, taken as a whole, as determined by the Agent in its reasonable discretion
prior to such amendment or modification, more restrictive than such terms, covenants
or restrictions prior to giving effect to such amendment or modification;
provided that, for any amendment or modification permitted by the foregoing
clause (other than those specified in the parenthetical thereof), the Borrower shall
provide Agent a certificate with respect to the amendment or modification not
containing any more restrictive terms and satisfactory evidence thereof prior to
entering into such amendment or modification.



- 13 -









 





          2.22 Amendment to Section 6.12. Section 6.12 of the Credit Agreement is hereby
amended by deleting the phrase “or permit BMC to engage in any business other than mortgage
banking” in such Section.




          2.23 Amendment to Section 7.01. Section 7.01 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 7.01 Minimum Consolidated Tangible Net Worth. The Borrower
will maintain at all times a Consolidated Tangible Net Worth of not less than
$100,000,000.



          2.24 Amendment to Section 7.02. Section 7.02 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 7.02 [Intentionally Deleted].



          2.25 Amendment to Section 7.03. Section 7.03 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 7.03 [Intentionally Deleted].



          2.26 Amendment to Section 7.04. Section 7.04 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 7.04 [Intentionally Deleted].



          2.27 Amendment to Section 7.05. Section 7.05 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 7.05 [Intentionally Deleted.]



          2.28 Amendment to Section 7.06. Section 7.06 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 7.06 Minimum Liquidity. If, as of the last day of the fiscal
quarter most recently ended, the Interest Coverage Ratio is less than 1.75 to 1.00,
the Borrower shall maintain either (a) the ratio of (i) Adjusted Cash Flow From
Operations for the last four quarters then ended to(ii) Interest Incurred by the
Loan Parties for the last four quarters then ended equal to or in excess of 1.75 to
1.00, or (b) Unrestricted Cash not included in the Secured Borrowing Base, together
with any Borrowing Base Availability, in an amount of not less than $120,000,000.



- 14 -









 





          2.29 Amendment to Section 8.01(11). Section 8.01(11) of the Credit Agreement is
hereby amended by deleting such Section in its entirety and inserting in lieu thereof the
following:





     (11) Except with respect to releases of Liens permitted under this Agreement,
any of the Security Documents shall cease, for any reason, to be in full force and
effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any
Lien created by any of the Security Documents shall cease to be enforceable and of
the same effect and priority purported to be created thereby;



          2.30 Amendment to Section 8.01(12). Section 8.01(12) of the Credit Agreement is
hereby amended by deleting such Section in its entirety and inserting in lieu thereof the
following:





     (12) Any Loan Party shall default in the observance or performance of (a) any
covenant contained in Section 5.16 or (b) any term, covenant or agreement contained
in the Cash Collateral Agreement, the Collateral Agreement or any Mortgage, and such
default contained in this clause (b) shall continue unremedied for 30 consecutive
days;



          2.31 Amendment to Section 8.01(13). Section 8.01(13) of the Credit Agreement is
hereby amended by deleting such Section in its entirety.




          2.32 Amendment to Section 10.07. Section 10.07 of the Credit Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the following:





     Section 10.07 CHOICE OF LAW. THE LOAN DOCUMENTS SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT GIVING EFFECT
TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.



          2.33 Amendment to Exhibit D. Exhibit D of the Credit Agreement is hereby amended by
deleting such Exhibit D in its entirety and inserting in lieu thereof the Exhibit D
attached hereto.




          2.34 Amendment to Exhibit G-1. Exhibit G-1 of the Credit Agreement is hereby amended
by deleting such Exhibit G-1 in its entirety and inserting in lieu thereof Exhibit
G-1 attached hereto.




          2.35 Amendment to Schedule IV. Schedule IV of the Credit Agreement is hereby amended
by deleting such Schedule IV in its entirety and inserting in lieu thereof Schedule
IV attached hereto.




          2.36 Amendment to Governing Law of Loan Documents. ANY LOAN DOCUMENT WHICH IS STATED
TO BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA LAW (OTHER THAN A DEED OF TRUST OR
SIMILAR COLLATERAL DOCUMENT WITH RESPECT TO REAL PROPERTY LOCATED IN


- 15 -









 







NORTH CAROLINA) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.




     SECTION 3. CONDITIONS PRECEDENT.



          3.1 Effective Date. This Third Amendment shall become effective as of the date first
set forth above (the “Third Amendment Effective Date”) following the date on which all of
the following conditions have been satisfied or waived:





     (a) The Agent shall have received:




     (1) this Third Amendment, executed and delivered by a duly authorized officer
of the Borrower and the Lenders constituting Required Lenders;




     (2) an Acknowledgment and Consent, in the form set forth as Exhibit A
hereto, executed and delivered by a duly authorized officer of each Guarantor (such
Acknowledgment and Consent, together with this Third Amendment, the “Amendment
Documents”);




     (3) a favorable opinion of counsel for the Borrower in form and substance
reasonably satisfactory to the Agent; and




     (4) all fees and expenses related to this Third Amendment to be paid by
Borrower.




     (b) After giving effect to this Third Amendment, there shall be no Default or Event of
Default.



     SECTION 4. GENERAL.



          4.1 Representations and Warranties.




          (a) In order to induce the Agents and the Lenders to enter into this Third Amendment, the
Borrower hereby represents and warrants to the Agents, the Arrangers and the Lenders that the
representations and warranties of the Borrower contained in the Credit Agreement and the other Loan
Documents are true and correct in all material respects on and as of the Third Amendment Effective
Date (after giving effect hereto) as if made on and as of the Third Amendment Effective Date
(except where such representations and warranties expressly relate to an earlier date in which case
such representations and warranties were true and correct in all material respects as of such
earlier date); provided that, the representations and warranties contained in Section 4.04
(Financial Statements), Section 4.06 (Other Agreements), Section 4.07 (Litigation), Section 4.14
(Law; Environment) and Section 4.17 (Accuracy of Information) shall be deemed to be made as set
forth in the Credit Agreement except that such representations and warranties shall be deemed to be
made with an exception for the matters identified in the Borrower’s Annual Report on Form 10-K for
the fiscal year ended September 30, 2007.




- 16 -









 








          (b) In order to induce the Agents and the Lenders to enter into this Third Amendment, the
Borrower hereby represents and warrants to the Agents, the Arrangers and the Lenders that (i) each
of the Borrower and the Guarantors has all necessary corporate power and authority to execute and
deliver the Amendment Documents, (ii) the execution and delivery by each such party of the
Amendment Documents have been duly authorized by all necessary corporate action on its part, and
(iii) the Amendment Documents have been duly executed and delivered by each such party and
constitute each such party’s legal, valid and binding obligation, enforceable in accordance with
its terms.




          (c) In order to induce the Agents and the Lenders to enter into this Third Amendment, the
Borrower hereby represents and warrants to the Agents, the Arrangers and the Lenders that the
Consolidated Tangible Net Worth of the Borrower as of June 30, 2008 is greater than or equal to
$350,000,000.




          (d) In order to induce the Agents and the Lenders to enter into this Third Amendment, the
Borrower hereby represents and warrants to the Agents, the Arrangers and the Lenders that as of the
Third Amendment Effective there has been no material adverse change in the condition (financial or
otherwise), business, or operations of the Borrower and its Subsidiaries since March 31, 2007
except for the matters identified in the Borrower’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2007.




          4.2 Waiver of Claims. The Borrower acknowledges that the Agent and Lenders have acted
in good faith and have conducted themselves in a commercially reasonable manner in their
relationships with the Loan Parties in connection with this Third Amendment and in connection with
the Credit Agreement and the other Loan Documents, the Borrower hereby waiving and releasing any
claims to the contrary. The Borrower, on its own behalf and on behalf of each of its Affiliates,
releases and discharges the Agent and Lenders, all Affiliates of the Agent and Lenders, all
officers, directors, employees, attorneys and agents of the Agent and Lenders or any of their
Affiliates, and all of their predecessors in interest, from any and all claims, defenses, and
causes of action arising out of or in any way related to any of the Loan Documents, whether known
or unknown, and whether now existing or hereafter arising, including without limitation, any usury
claims, that have at any time been owned, or that are hereafter owned, in tort or in contract by
the Borrower or any Affiliate of the Borrower and that arise out of any one or more circumstances
or events that occurred prior to the date of this Third Amendment.




          4.3 Notice of Effectiveness. The Agent shall promptly advise the Lenders and the
Borrower that this Third Amendment has become effective and of the Third Amendment Effective Date.




          4.4 APPLICABLE LAW AND JURISDICTION. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.




- 17 -









 








          4.5 Counterparts. This Third Amendment may be executed by the parties hereto in any
number of separate counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.




          4.6 Successors and Assigns. This Third Amendment shall be binding upon and inure to
the benefit of the Borrower and its successors and assigns, and upon the Agents and the Lenders and
each of their respective successors and assigns. The execution and delivery of this Third
Amendment by any Lender prior to the Third Amendment Effective Date shall be binding upon its
successors and assigns and shall be effective as to any loans or commitments assigned to it after
such execution and delivery.




          4.7 Continuing Effect. Except as expressly amended hereby, the Credit Agreement as
amended by this Third Amendment shall continue to be and shall remain in full force and effect in
accordance with its terms. This Third Amendment shall not constitute an amendment or waiver of any
provision of the Credit Agreement not expressly referred to herein and shall not be construed as an
amendment, waiver or consent to any action on the part of the Borrower that would require an
amendment, waiver or consent of the Agent or the Lenders except as expressly stated herein. Any
reference to the “Credit Agreement” in any Credit Document or any related documents shall be deemed
to be a reference to the Credit Agreement as amended by this Third Amendment.




          4.8 Headings. Section headings used in this Third Amendment are for convenience of
reference only, are not part of this Third Amendment and are not to affect the constructions of, or
to be taken into consideration in interpreting, this Third Amendment.




[Signature Page Follows]




- 18 -









 








     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed and
delivered by their respective duly authorized officers as of the date first above written.



	 	 	 
	BORROWER:
	 	BEAZER HOMES USA, INC.,

a Delaware corporation








	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert S. Salomon 	 
	 	 	Title:  	Senior Vice President 	 




Signature Page to Third Amendment



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CITIBANK, N.A., as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GUARANTY BANK, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 




 




Signature Page to Third Amendment




 









 








	 	 	 	 	 
	 	REGIONS FINANCIAL CORPORATION, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CITY NATIONAL BANK, a national banking 

association, as a Lender

 	 
	 	By:  	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PNC BANK, N.A., as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	UBS LOAN FINANCE, LLC, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 




 




Signature Page to Third Amendment





 









 








	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



- 22 -









 






	 	 	 	 	 



EXHIBIT A




ACKNOWLEDGMENT AND CONSENT





     Reference is made to the Third Amendment, dated as of August 7, 2008 (the “Third
Amendment”), to and under the Credit Agreement, dated as of July 25, 2007 (as heretofore
amended, supplemented or otherwise modified, the “Credit Agreement”), among Beazer Homes
USA, Inc., a Delaware corporation, the several lenders from time to time parties thereto and
Wachovia Bank, National Association, as agent. Unless otherwise defined herein, capitalized terms
used herein and defined in the Credit Agreement are used herein as therein defined.



     Each of the undersigned parties to the Guaranty hereby (a) consents to the transactions
contemplated by the Third Amendment, (b) acknowledges and agrees that the guarantees made by such
party contained in the Guaranty and the grants of security interests made by such party in the
Collateral Agreement are, and shall remain, in full force and effect after giving effect to the
Third Amendment, and (c) on its own behalf and on behalf of each of its Affiliates, releases and
discharges the Agent and Lenders, all Affiliates of the Agent and Lenders, all officers, directors,
employees, attorneys and agents of the Agent and Lenders or any of their Affiliates, and all of
their predecessors in interest, from any and all claims, defenses, and causes of action arising out
of or in any way related to any of the Loan Documents, whether known or unknown, and whether now
existing or hereafter arising, including without limitation, any usury claims, that have at any
time been owned, or that are hereafter owned, in tort or in contract by the undersigned or any
Affiliate of the undersigned and that arise out of any one or more circumstances or events that
occurred prior to the date of the Third Amendment.



	 	 	 
	GUARANTORS:
	 	APRIL CORPORATION

	 	 	BEAZER ALLIED COMPANIES HOLDINGS, INC.

	 	 	BEAZER GENERAL SERVICES, INC.

	 	 	BEAZER HOMES CORP.

	 	 	BEAZER HOMES HOLDINGS CORP.

	 	 	BEAZER HOMES INDIANA HOLDINGS CORP.

	 	 	BEAZER HOMES SALES, INC.

	 	 	BEAZER HOMES TEXAS HOLDINGS, INC.

	 	 	BEAZER REALTY, INC.

	 	 	BEAZER REALTY CORP.

	 	 	BEAZER REALTY LOS ANGELES, INC.

	 	 	BEAZER REALTY SACRAMENTO, INC.

	 	 	BEAZER/SQUIRES REALTY, INC.

	 	 	HOMEBUILDERS TITLE SERVICES, INC.

	 	 	HOMEBUILDERS TITLE SERVICES OF VIRGINIA, INC.







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert S. Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 




Acknowledgement and Consent




 









 





	 	 	 
	 
	 	BEAZER MORTGAGE CORPORATION







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Mike Furlow 	 
	 	 	Title:  	Executive Vice President 	 
	 



	 	 	 
	 
	 	ARDEN PARK VENTURES, LLC

	 
	 	BEAZER CLARKSBURG, LLC

	 
	 	BEAZER COMMERCIAL HOLDINGS, LLC

	 
	 	BEAZER HOMES INVESTMENTS, LLC

	 
	 	BEAZER HOMES MICHIGAN, LLC

	 
	 	DOVE BARRINGTON DEVELOPMENT LLC







	 	 	 
	 
	 	By: BEAZER HOMES CORP., its Managing Member







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert S. Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 
	 
	 	BEAZER SPE, LLC







	 	 	 
	 
	 	By: BEAZER HOMES HOLDINGS CORP.,

        its Member







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert S. Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 
	 
	 	BEAZER HOMES INDIANA, LLP

	 
	 	BEAZER REALTY SERVICES, LLC

	 
	 	PARAGON TITLE, LLC

	 
	 	TRINITY HOMES, LLC







	 	 	 
	 
	 	By: BEAZER HOMES INVESTMENTS, LLC,

        its Managing Member or Managing Partner







	 	 	 
	 
	 	By: BEAZER HOMES CORP.,

        its Managing Member







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert S. Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 



 




 




Acknowledgement and Consent




 









 








	 	 	 
	 
	 	BEAZER HOMES TEXAS, L.P.

TEXAS LONE STAR TITLE, L.P.







	 	 	 
	 
	 	By: BEAZER HOMES TEXAS HOLDINGS, INC.,
its General Partner







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert S. Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 
	 
	 	BH BUILDING PRODUCTS, LP







	 	 	 
	 
	 	By: BH PROCUREMENT SERVICES, LLC,

        its General Partner


	 	 	 

	 
	 	By: BEAZER HOMES TEXAS, L.P.,

        its Managing Member

	 	 	 

	 
	 	By: BEAZER HOMES TEXAS HOLDINGS, INC.,

        its General Partner







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert S. Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 
	 
	 	BH PROCUREMENT SERVICES, LLC







	 	 	 
	 
	 	By: BEAZER HOMES TEXAS, L.P.,

        its Managing Member







	 	 	 
	 
	 	By:
BEAZER HOMES TEXAS HOLDINGS, INC.,

        its General Partner







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert S. Salomon 	 
	 	 	Title:  	Senior Vice President